CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE AGREEMENT FOR SALE AND IMPLEMENTATION OF SPECIFIED SIGNS WITH PRICE

1.

Payment. In consideration for the rights granted to Insignia by NAM in this Agreement, Insignia has paid NAM the sum of $4,000,000 receipt of which is hereby acknowledged by NAM.

2.

Definitions.

A.

NAM PPG Retailers shall mean retailers within the NAM Retailers Network, as it exists from time to time, which accept NAM PPG signs.

B.

NAM Non-PPG Retailers shall mean retailers within the NAM Retailers Network, as it exists from time to time, which do not accept NAM PPG signs.

C.

NAM Retailers Network shall mean all retailers with whom NAM has a contract or business relationship for placement of in-store advertising.

D.

Specified Signs with Price shall mean Price Pop Guaranteed signs which have content limited to the elements set forth on Exhibit 1.

E.

Signs with Price shall mean any in-store advertising signs which state a product price.

F.

Insignia Signs with Price shall mean Signs with Price which Insignia produces and sells other than Specified Signs with Price, such as the Insignia POPSign.

3.

Grant of Exclusive Rights for Specified Signs with Price.

A.

Insignia [ * ] shall have the right to sell Specified Signs with Price, for placement in the entire NAM Retailers Network which accept Specified Signs with Price, subject to the terms hereof. Insignia may not use any selling agents other than [ * ] to sell Specified Signs with Price. Only Insignia and not [ * ] may process orders for placement of signs under this Agreement.

B.

Insignia may only contract with [ * ] to sell Specified Signs with Price to only the CPG’s to whom [ * ] had prior to February 9, 2011 serviced with respect to Insignia’s Signs with Price (the “[ * ] Permitted Clients”). If and when requested by NAM from time to time, an executive officer of Insignia shall certify that the only clients to whom [ * ] has offered Specified Signs with Price are the [ * ] Permitted Clients. Insignia agrees that, at NAM’s request, Magistrate Judge ▇▇▇▇▇▇, in camera, can review such records as is necessary to confirm whether [ * ] has offered Specified Signs with Price to any clients other than the [ * ] Permitted Clients.

C.

NAM and NAMP will sell no Signs with Price, directly or indirectly, for placement in the NAM Retailers Network stores during the term of this Agreement, except (i) NAM may sell signs bearing price related messages for placement in stores in the NAM Retailers Network, as long as such signs do not have a retail price on the sign; and (ii) nothing herein restricts NAM from providing any services other than those for which Insignia has exclusive rights under this Agreement, including without limitation any merchandising services. Except as specifically provided in Section 20, in no case shall NAM use any of the intellectual property licensed pursuant to this Agreement.

D.

Nothing in this Agreement shall prevent or restrict Insignia from providing any Signs with Price to a retailer: (1) at the retailer’s request; and (2) in conformance with the retailer’s specifications, provided that nothing herein constitutes a waiver of or an agreement by NAM not to enforce any rights NAM has under its agreements with retailers in the NAM Retailers Network, except as specifically provided herein with respect to Specified Signs with Price.

E.

To avoid confusion:

i.

Insignia may place only Specified Signs with Price with any NAM PPG Retailer with which NAM has an exclusive retailer arrangement, under Section 5.A.

ii.

Insignia may place only Specified Signs with Price with any NAM Non-PPG Retailer with which NAM has an exclusive retailer arrangement, under Section 5.B.

iii.

Insignia may place its own Signs with Price with any NAM PPG Retailer with whom NAM does not have an exclusive retailer arrangement by contracting directly with such retailer. At Insignia’s sole option, Insignia may elect to place Specified Signs with Price with any such retailer under the terms of this Agreement, Section 5.A.

iv.

Insignia may place any of Insignia’s Signs with Price with any NAM Non-PPG Retailer with which NAM does not have an exclusive retailer arrangement by contracting directly with such retailer or, at its sole option, Insignia may place Specified Signs with Price with such retailer pursuant to this Agreement, Section 12.

4.

Sold Programs. NAM shall service those PPG programs which NAM sold prior to February 9, 2011 (the “Previously Sold Programs”). The list of the Previously Sold Programs (which includes the dates of such programs and the product categories for such programs) is set out on Exhibit 9. As the Previously Sold Programs were sold on a category exclusive basis, Insignia will not sell Specified Signs with Price into NAM Retailers Network for the particular product category at the contracted retail stores and during the dates of such Previously Sold Programs all as listed on Exhibit 9. NAM will not enter into any additional such category exclusive arrangements with respect to Signs with Price after February 9, 2011.

5.

Sign Placement Procedure with NAM Retailers.

A.

Placement of Specified Signs with Price with any NAM PPG Retailers shall be subject to Exhibit 7 and the following:

i.

Specified Signs with Price must conform to the retailers’ specifications for price-specific signage as same may exist from time to time.

ii.

For each Specified Sign with Price provided by Insignia in respect of a NAM PPG Retailer, Insignia shall pay NAM a [ * ] Access Fee and an Installation Fee of [ * ] per cycle, subject to Exhibit 5.

iii.

Insignia shall use NAM to install all Specified Signs with Price in the NAM PPG Retailers.

iv.

Insignia to the extent necessary shall notify NAM in writing of the proposed placement (including the dates for placement, stores, as further provided on Exhibit 7.

v.

Nothing in this Agreement shall prevent Insignia from placing its Insignia Signs with Price with a PPG Retailer with which: (a) NAM does not have exclusive rights which would prohibit the placement of Insignia Signs with Price; and (b) Insignia has a contract to place Signs with Price. If Insignia uses NAM to install such signs, Insignia shall pay NAM the Installation Fee, but no Access Fee for such sign. Nothing in this Agreement shall constitute a waiver of or prevent NAM from enforcing any rights it has under its agreements with retailers in the NAM Retailers Network, except as specifically provided herein with respect to Specified Signs with Price.

B.

For the NAM Non-PPG Retailers at which Insignia wishes to place Specified Signs with Price, NAM and Insignia will work cooperatively (as described in Section 9.A.) and NAM shall assist Insignia to present to each of the NAM Non-PPG Retailers the opportunity to accept Specified Signs with Price. If a NAM Non-PPG Store agrees to accept Signs with Price, the following shall apply:

i.

NAM and Insignia have prepared a standard acknowledgement to be signed by NAM, Insignia and, the NAM Non-PPG Retailers (if agreed upon by the NAM Non-PPG Retailers), (the “Standard Acknowledgement”) (attached as Exhibit 14) under which, among other things, NAM acknowledges Insignia will have the right to place Specified Signs with Price in the stores of such retailer. The Standard Acknowledgement provides that Insignia and the NAM Non-PPG Retailers will agree to a sign placement agreement and that Insignia (and not NAM) will be solely responsible to pay any placement fee directly to the NAM Non-PPG Retailers.

ii.

For each Specified Sign with Price provided by Insignia in respect of a NAM Non-PPG Retailer, Insignia shall pay NAM an Installation Fee of [ * ] and an Access Fee of [ * ] per cycle, subject to Exhibit 5.

iii.

NAM agrees to allow Specified Signs with Price in such stores, subject to the terms herein and in the Standard Acknowledgement.

iv.

Insignia shall use NAM to install all Specified Signs with Price in the NAM Non-PPG Retailers.

v.

Insignia to the extent necessary shall notify NAM in writing of the proposed placement (including the dates for placement, stores, as further provided in Exhibit 7.

C.

The following shall apply for all Specified Signs with Price programs (i.e., those placed in NAM PPG Retailers and NAM Non-PPG Retailers):

i.

Payment of the Access Fee and Installation Fees will be made within thirty (30) days after the start of the applicable cycle.

ii.

Within three (3) weeks following the expiration of each cycle, NAM shall provide to Insignia a compliance report calculating installation, in accordance with Exhibit 5. Subject to Section 5.C.ii., the compliance report shall be used to determine whether any credits contemplated by Section 17 and Exhibit 5 are to be extended to Insignia.

iii.

During the Term, Insignia shall have the right, but not the obligation, at its sole cost and expense to have performed Compliance Audits as set forth on Exhibit 10.

6.

Price Information. The parties recognize that timely and accurate information of retail prices from the retailers is necessary for a Specified Signs with Price program. Upon notice from Insignia, NAM will request that all NAM PPG Retailers adopt the price information transmission system utilized by Insignia. If a Retailer refuses to utilize such system, NAM will provide such information as is required by Insignia to implement the Specified Signs with Price program. Until the expiration or termination of NAM’s current contract for such information with ODT, this will be provided to Insignia by ODT pursuant to such contract. NAM will pay the base fee ODT charges for providing such information to Insignia under such contract. Thereafter, NAM will provide such information directly to Insignia, if the contract with ODT is not renewed or extended. Insignia will reimburse NAM for any material incremental expense needed to satisfy Insignia’s communication requirements. If a Retailer refuses to utilize such system, NAM will provide such information to Insignia as is provided to NAM by the Retailer.

7.

Other NAM Information. NAM has provided Insignia with the names of the top fifteen (15) NAM PPG Retailers through the store level, including for each retailer the term of such contract and the key contact person for each. NAM, by the date of execution, will have also provided to Insignia a complete list of all retailers in

the NAM’s Retailer Network, including for each retailer whether such retailer is a NAM PPG Retailer or a NAM Non-PPG Retailer.

NAM will provide Insignia updates to any information provided by NAM under this Agreement per cycle or as occurs but no later than when such updates are provided generally to NAM’s clients and NAM’s sales staff.

NAM will provide Insignia with the further information specified on Exhibit 12.

8.

Retailer’s Contracts. If a NAM PPG Retailer does not renew the Price Pop Guaranteed portion of its agreement with NAM, Insignia will not be restricted from negotiating a contract with such retailer for Sign with Price business.

9.

NAM Obligations. During the term of this Agreement:

A.

NAM and Insignia shall cooperate in solicitation of NAM Network Retailers to accept Specified Signs with Price as follows:

i.

For NAM PPG Retailers

a.

NAM shall provide a letter to each PPG Retailer in a form attached as Exhibit 6 in order to make the initial request referred to in Section 6 above.

b.

If the NAM PPG Retailer rejects NAM’s request made pursuant to Section 6 above that the NAM PPG Retailer use Insignia’s price information transmission system, NAM will provide Insignia with the information provided to NAM by the Retailer and shall provide such information in accordance to Section 6.

ii.

For NAM Non-PPG Retailers

a.

NAM shall reasonably participate in joint meetings with Insignia and retailers to assist in sell in process of Specified Signs with Price.

b.

NAM shall provide a retail liaison/contact at NAM if Insignia is meeting with retailers and needs confirmation that they can sign a Standard Acknowledgment.

B.

NAM and Insignia will each appoint a corporate representative to provide information, coordinate activities with NAM, Insignia and retailers.

C.

All information provided by Insignia to NAM as part of the placement procedure discussed in Section 5 and Exhibits 7, 7.1 and 7.2 will be considered confidential information for the purposes of Section 22 of this Agreement until such time as the Specified Signs with Price are placed at shelf.

10.

Fees Adjustments. Recognizing that the cost for retailer access and acceptance of programs may increase over time, the access fees set out in clauses 5.A.ii. 6.B.ii. shall be increased on a pro-rata basis to the extent access fees (taken in aggregate for all NAM tactics at the applicable retailer) paid by NAM to the applicable existing retailers in NAM’s network increase from the amounts (taken in the aggregate for all NAM tactics at the applicable retailer) being paid by NAM to such retailer as of the date of this Agreement. Insignia shall have the option to have an independent third party auditor, which shall be one of the “Big Four” accounting firms or otherwise mutually agreed upon by Insignia and NAM, and subject to execution by such auditor of a confidentiality agreement in a form reasonably satisfactory to NAM, review all applicable retailer contract records to the extent necessary to verify the pro-rata increase in access fees.

11.

Retailer Rejections. Neither party shall have any liability in the event a retailer or participating store refuses placement of any Specified Signs with Price (except for a credit or refund of Access Fees or Installation Fees for any amounts paid for such refused placement), subject to Exhibit 5.

12.

Non-PPG Merchandising. Insignia shall have the option, but not the obligation, to use NAM’s field force to install Insignia Signs with Price in accordance with Exhibit 7: (i) in stores that accept both Insignia price specific signage and NAM programs (“In-Network Merchandising”); or (ii) in stores that accept Insignia price-specific signage but do not accept NAM programs (“Out-of-Network Merchandising”).

A.

For In-Network Merchandising, Insignia shall pay NAM a fee of [ * ] per placement per cycle.

B.

For Out-of-Network Merchandising, Insignia shall pay NAM a fee of [ * ] per cycle for each store (which includes up to [ * ] actual placements and removals in such store per cycle) and [ * ] per placement for signs in excess of [ * ] placements per store per cycle.

13.

Execution of Signs – NAM Retailers. For placement of Specified Signs with Price in NAM Retailers, NAM will provide Insignia with the information as well as Insignia providing NAM with the information and materials contemplated by Exhibit 7 by the deadlines specified on Exhibit 7, or as otherwise mutually agreed.

14.

Notices. Any notices required or permitted under this Agreement shall be in writing and effective upon delivery if delivered by overnight courier, hand delivery, or e-mail as follows:

If to Insignia:

Insignia Systems

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇▇▇ Drill, President and CEO

▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

With a copy to:

Best & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

If to NAM:

News America Marketing

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, President

▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

With a copy to:

News America Incorporated

1211 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

15.

Sign Placement. For purposes of this Agreement, placement includes the following:

A.

Installation/placement of the sign in front of the product being promoted (or in one of the two alternate placement locations specified by Insignia) as contemplated by Exhibit 7 in accordance with the Price Pop Guaranteed standard sign placement guidelines;

B.

Removal of sign at the end of the promotional period.

C.

Any services in addition to the installation of a Specified Sign with Price at the start of a cycle and removal of a Specified Sign with Price at the end of a cycle may be requested by Insignia and if agreed upon by NAM will be billed at a rate to be mutually agreed upon.

16.

Installation and Other Activities. Installation and other activities under this Agreement shall be based upon NAM’s Price Pop Guaranteed cycle calendar, which for 2011, 2012, 2013 and 2014 is attached as Exhibit 11 and, for future years, will be determined by NAM consistent with historical practices.

17.

Installation Guarantee.

A.

PPG Installation Guarantee shall mean the guarantee which NAM provides to consumer product goods manufacturers (“CPG’s”) with which it contracts that it will achieve at least a [ * ] compliance rate for installing signs as provided on Exhibit 5.

B.

Subject to Insignia’s timely compliance with the terms and conditions of this Agreement, NAM will extend the PPG Installation Guarantee to Insignia for Specified Signs with Price and Insignia Signs with Price installed by NAM as further provided on Exhibit 5. If NAM does not meet the PPG Installation Guarantee of [ * ] as provided on Exhibit 5, as Insignia’s sole and exclusive remedy (except as provided in the following sentence), NAM will provide the credit or refund contemplated by Exhibit 5. If NAM’s average installation compliance calculated in accordance with Exhibit 5 is less than [ * ] for [ * ] or more cycles in a given calendar year, such compliance shall entitle Insignia to terminate this Agreement and avail itself of the remedy provided in Section 25.

18.

Representations and Warranties of the Parties. Each party represents and warrants to other party that this Agreement has been approved by all required corporate action, and upon due execution, shall constitute a valid and binding agreement of such party, enforceable in accordance with its terms. Each party also represents and warrants to the other party that entering into this Agreement shall not constitute a breach under any other contract, agreement or order to which the party is subject. Each party represents and warrants to the other party that all of the information provided by such party in connection with this Agreement is true and complete, and does not fail to include any information which is required to make the disclosed information true and complete. Each party represents and warrants to the other party that it will comply with all applicable laws, including the obligation of good faith and fair dealing implied in all contracts under Minnesota law, in connection with its performance under this Agreement.

19.

Representations and Warranties of NAM. NAM also represents and warrants to Insignia as follows:

A.

All information regarding NAM Retailers provided by NAM to Insignia is current and correct.

B.

Except as disclosed on ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the contracts with NAM PPG Retailers includes any material restrictions on placement of Price Pop Guaranteed signs or Specified Signs with Price. NAM shall provide Insignia with written notice of any changes to the restrictions.

C.

Specified Signs with Price qualify as a PPG Sign for placement with all NAM PPG Retailers.

20.

SmartSource Price Pop Guaranteed® Brand Intellectual Property License. In furtherance of Insignia’s sales activities in connection with the Specified Signs Price program contemplated by this Agreement, NAMP and NAM hereby each grant to Insignia, during the term of this Agreement, a worldwide, fully paid-up, royalty free, non-transferrable, non-sublicensable right and license to use the trademarks, service marks, copyrights, trade names and all other intellectual property associated and used in connection with NAM’s SmartSource Price Pop Guaranteed® program as conducted by NAM (collectively, the “Price Pop Guaranteed Brand Intellectual Property”), which licenses shall be exclusive to Insignia for Specified Signs with Price. NAMP and NAM each warrants and represents to Insignia that the licenses granted under this Section 20 include all intellectual property rights currently used by NAM in connection with NAM’s SmartSource Price Pop Guaranteed® program as conducted by NAM. Notwithstanding anything in this Agreement to the contrary, Insignia shall either use the SmartsSource Price Pop Guaranteed ▇▇▇▇ on not less than [ * ] of the Specified Signs with Price provided under this Agreement in each year of the Agreement and provide NAM with evidence and specimens of each usage or (ii) during such periods as NAM shall have obligations to print and install on behalf retailers private label SmartSource Price Pop Guaranteed programs, allow NAM use the Price Pop Guaranteed Brand Intellectual Property solely in connection NAM executing such private label programs.

Each initial use of the Price Pop Guaranteed Brand Intellectual Property shall be subject to NAM’s prior written approval, not to be unreasonably withheld or delayed, and which approval is deemed to be granted if no response is given within five business days of Insignia’s written request delivered in accordance with Section 14 and NAM has failed to respond within three business days to Insignia’s written reminder of the initial request delivered in accordance with Section 14. As between the parties, all usage of the Price Pop Guaranteed Brand Intellectual Property and the goodwill associated therewith shall inure to the benefit of NAMP.

21.

Nonsolicitation. During the term of this Agreement, neither party shall recruit, solicit, hire, or attempt to hire any person who is then serving as an employee of the other party, or who was serving as an employee of the other party during the twelve months prior to that time.

22.

Mutual Indemnification. Insignia agrees to indemnify, defend and hold harmless NAM and its affiliated entities and their respective shareholders, directors, employees, agents, and representatives, against any loss, cost, damage or expense, including reasonable attorney’s fees, resulting from a lawsuit or claim made or asserted against or involving NAM by any third party arising out of

Insignia’s breach or alleged breach of this Agreement, for any claims made by any of Insignia’s selling agents and for any claims made by any Insignia client related to performance of this Agreement (for the purposes of this paragraph, each a “Third Party Claim”). Upon receipt of any such Third Party Claim, NAM shall promptly notify Insignia, and Insignia shall have the option to assume defense of such Third Party Claim directly and pay all expenses associated therewith (including reasonable attorneys’ fees), or to leave defense of the Third Party Claim in the control of NAM, and reimburse NAM for all costs, liabilities, and expenses associated therewith, including reasonable attorneys’ fees. If Insignia chooses to assume direct responsibility for the defense of the Third Party Claim, it shall have the right to settle any such claims only with NAM’s consent, which consent shall not be unreasonably withheld.

NAM agrees to indemnify, defend and hold harmless Insignia, and its affiliated entities and their respective shareholders, directors, employees, agents, and representatives, against any loss, cost, damage or expense, including attorney’s fees, resulting from a lawsuit or claim made or asserted against or involving Insignia by any third party arising out of NAM’s breach or alleged breach of this Agreement, other than for claims by any Insignia client related to performance of this Agreement (for the purposes of this paragraph, a “Third Party Claim”). Upon receipt of any such Third Party Claim, Insignia shall promptly NAM, and NAM shall have the option to assume defense of such Third Party Claim directly and pay all expenses associated therewith (including reasonable attorneys’ fees), or to leave defense of the Third Party Claim in the control of Insignia, and reimburse Insignia for all costs, liabilities, and expenses associated therewith, including reasonable attorneys’ fees. If NAM chooses to assume direct responsibility for the defense of the Third Party Claim, it shall have the right to settle any such claims only with Insignia’s consent, which consent shall not be unreasonably withheld.

In the case of a breach by a NAM PPG retailer which causes harm to Insignia, NAM will either use commercially reasonable efforts to cure the breach by having the retailer perform as required by the contract or assign to Insignia the right to enforce the contract.

23.

Confidentiality. All information that the parties disclose to each other pursuant to this Agreement, including but not limited to the terms of their respective agreements with retailers, shall be kept confidential by the receiving party and not shared with any third party, including any competitors, except as set forth below. The receiving party shall treat the other party’s confidential information with the same care and take the same precautions that the receiving party uses to maintain the confidentiality of their own confidential and competitively sensitive documents and information, except: (i) to the extent necessary to comply with the law or a valid order of a court of competent jurisdiction, in which event(s) the party making such disclosure shall so notify the other as promptly as practicable (if possible, prior to making such disclosure), and shall seek confidential treatment of such information and/or in camera review, (ii) to the extent

necessary to comply with the S.E.C. or other regulatory authorities or similar disclosure requirements under any applicable laws, (iii) as part of its normal business activities or reporting or review procedures to its parent and affiliated companies (other than [ * ] except as specifically contemplated below), banks, auditors, attorneys, accountants, insurers and similar professionals, provided, however, that such companies, banks, auditors, attorneys, accountants, insurers and similar professionals agree to be bound by the provisions of this paragraph, (iv) as required by the Internal Revenue Service or by any state tax authority (v) to the extent the information is publicly available provided same is not as a result of any disclosure by recipient, and (vi) in any proceeding to enforce this Agreement.

Insignia shall be permitted to share with [ * ] only that information described on Exhibit 12 (the “Permissible [ * ] Information”) but no other confidential information shared by NAM or which Insignia may become aware of in connection with this Agreement and the transactions contemplated hereunder. Insignia shall take reasonable efforts to ensure that [ * ] (i) does not disclose any Permissible [ * ] Information to any third party and (ii) uses the Permissible [ * ] Information solely to sell Specified Signs with Price programs to the [ * ] Permitted Clients.

24.

Term. This Agreement shall continue in effect until the earlier of (a) a period of (10) years from the date hereof, or (b) termination by either party by written to the other party if the other party fails to cure a material breach of this Agreement within sixty (60) days after written notice thereof. The Agreement may be extended at the end of its term by the mutual written agreement of both parties. Any provision of this Agreement which is clearly intended by its plain meaning to survive termination shall continue for the period necessary to give it its full effect.

25.

Remedies. Both Insignia and NAM agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by material breach or default of this Agreement. Therefore, Insignia and NAM agree that, in the event of termination of this Agreement as a result of a material breach of this Agreement which is not cured within sixty (60) days after written notice thereof, the breaching party shall pay the non-breaching party the Liquidated Damages Amount (as defined below). The “Liquidated Damages Amount” shall mean: (1) in the case of breach resulting in termination of the Agreement [ * ] less [ * ] for each full contract year this Agreement has remained in effect up to termination (for example, if the Agreement is terminated in June 2014, the Liquidated Damages Amount would be [ * ] or the [ * ] reduced by [ * ] for the three full years the Agreement was in effect); and (2) in the event of a breach of this Agreement which does not trigger a termination, the non-breaching party shall be entitled to recover [ * ] as liquidated damages, or, at its option, its actual, direct damages not to exceed the Liquidated Damages Amount. Any payment due hereunder

shall be paid immediately in cash, by wire transfer of same day funds. Insignia and NAM further agree that this liquidated damages provision represents reasonable compensation for the loss which would be incurred by a party due to any such breach. Such liquidated damages shall be the exclusive remedy in the event of such a termination.

26.

Dispute Resolution. The Federal District Court for the District of Minnesota (“Court”) will maintain jurisdiction pursuant to the terms of the Settlement Agreement and Magistrate Judge ▇▇▇▇▇▇ ▇▇▇▇▇▇ (“Judge ▇▇▇▇▇▇”) shall resolve any disputes concerning this Agreement as part of the Court’s enforcement powers over court approved settlements. In the event of a dispute under this Agreement, including a dispute about whether a breach has occurred except with respect to disputes about the content of Specified Signs with Price which shall be resolved in accordance with Section 26A below. For all disputes other than those subject to 26.A. below, the parties shall meet and shall use good faith and commercially reasonable efforts to resolve the dispute. If the parties cannot resolve the dispute within fifteen (15) days after either party has requested a meeting, either party may request the Court to intervene in the dispute. The Court shall be requested to set an expedited schedule for resolving the dispute. The decision by the Court shall be binding and non-appealable.

26A.

Specified Signs with Price Content Disputes. From time to time, a dispute (each “Content Dispute”) may arise between NAM and Insignia as to whether a Sign with Price proposed by Insignia complies in all respects with the of Exhibit 1 and this Agreement (the “Sign Requirements”). A three member (the “Panel”) of advertising executives shall be established in accordance with Section 26A to be the sole decider as to whether a Specified Sign with Price complies in all respects with the Sign Requirements. Each of NAM and Insignia may appoint one person to the Panel provided such person meets all of the qualifications hereafter agreed to between the parties as of the date of the appointment. The two party appointed Panel members shall jointly agree upon third Panel member who must also satisfy the Qualifications. In the event a member is unable to serve as a result of death, incapacity or resignation, then, if such Panel member was appointed by a party, that party shall appoint the replacement Panel member and, if such Panel member was the jointly agreed upon third Panel member, the remaining Panel members shall jointly agree upon the replacement third Panel member who must also satisfy the Qualifications.

NAM may submit a Specified Sign with Price to the Panel in the event of a Content Dispute. Notice of a submission must be made simultaneously to Insignia. Each party may, within three (3) business days (the “Submission Period”) of the Content Dispute submission, submit to the Panel a position paper of not more than two pages (excluding any necessary exhibits or illustrative examples). The Panel shall be required to render its decision within two (2) business days of the expiration of the Submission Period which decision shall be limited to (i) disclosing whether or not the Specified Sign with Price complies in all respects with the Sign Requirements and (ii) if the decision is that the

Specified Sign with Price does not comply with the Sign Requirements, a brief description of what elements are non-compliant and what changes to the Specified Sign with Price are necessary to make the Specified Sign with Price compliant. Insignia may arrange to have the content of a Specified Sign with Price rejected by the Panel modified per the Panel’s direction and resubmitted to NAM. NAM shall either accept such modified Specified Sign with Price or initiate the Content Dispute mechanism. .

NAM shall have no obligation to install (and no liability in respect of such lack of installation) any Specified Sign with Price affected by a Content Dispute until such time as such Content Dispute has been resolved by a Panel decision that the Specified Sign with Price complies in all respects with the Sign Requirements or NAM has accepted the Specified Sign with Price as revised per the Panel’s direction. All decisions of the Panel shall be final and non-appealable. The Panel shall be required to keep confidential all communications between the Panel and the parties. The parties and the Panel shall mutually agree upon the compensation to be paid to the Panel. The Panel compensation for each review of a Specified Sign with Price that is subject to a Content Dispute shall be borne by (i) Insignia, if the Panel decides that the Specified Sign with Price did not comply in all respects with the Sign Requirements or (ii) NAM, if the Panel decides that the Specified Sign with Price did comply in all respects with the Sign Requirements.

27.

Status. The parties are independent contractors and not partners or co-venturers. Insignia is being made an exclusive seller of NAM’s Price Pop Guaranteed program limited to the scope of this Agreement. Neither party shall have the authority to bind the other party to any debt, liability, contract, or obligation, and shall not owe fiduciary duties to the other. Further, NAM shall have no responsibility or liability under this Agreement to any party other than Insignia. NAM and Insignia expressly agree that there shall be no third party beneficiaries of this Agreement.

28.

Complete Agreement; Amendment. This Agreement constitutes the entire agreement between the parties on the subject matter hereof, superseding all prior oral and written agreements. In the event of any conflict between the Agreement and the Settlement Agreement, the Settlement Agreement shall govern. This Agreement may only be modified in a written amendment signed by both parties.

29.

Binding Effect; Assignment. This Agreement is binding upon, and shall inure to the benefit of, each of the parties and their respective successors and assigns. This Agreement may not be assigned in whole or in part by either party without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale, transfer or merger of substantially its entire business.

30.

No Waiver. Neither party makes any warranties or representations, either express or implied, as to fitness, merchantability, or any other matters of any kind or nature, except as expressly set forth herein. A waiver by either party hereto of any non-compliance, default or breach by the other of any provision hereof shall not be considered a waiver of any subsequent non-compliance, default or breach of the same or of any other provisions hereof. The failure of either party to object to or to take affirmative action with respect to any conduct of the other which is in violation of this Agreement shall not be construed as a waiver thereof, or of any future breach or subsequent wrongful conduct. Any waiver of any provision of this Agreement must be made by a party in a signed writing.

31.

Governing Law. This Agreement shall be governed in accordance with Minnesota law, without regard to conflict of law principles.

32.

Signatures. This Agreement may be signed in counterparts. A facsimile or electronic copy of this signed Agreement shall have the same effect as a manually-signed original copy.

INSIGNIA SYSTEMS, INC.

NEWS AMERICA MARKETING IN-STORE SERVICES, L.L.C.

By:

/s/ ▇▇▇▇▇ Drill

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇

Its:

     CEO

Its:

     President

NEWS AMERICA MARKETING PROPERTIES, L.L.C.

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇

Its:

     President

Exhibit 1

Specified Signs with Price Content

Exhibits 2A and 2B

Mock Ups from Term Sheet

Exhibit 3

Intentionally Omitted

Exhibit 4

Contracts with Material Restrictions

Exhibit 5

Installation Guarantee

Exhibit 6

Letter to Retailers

Exhibit 7

NAM Retailers Installation Guidelines

Exhibit 7.1

Production Timing Overview

Exhibit 7.2

ISI 2011 Selling Cycle Calendar

Exhibit 7.3

NAM Installation Guidelines

Exhibit 8

Intentionally Omitted

Exhibit 9

Existing PPG Sales

Exhibit 10

Audit Guidelines

Exhibit 11

Cycle Calendar

Exhibit 12

Required Information

Exhibit 13

Intentionally Omitted

Exhibit 14

Standard Acknowledgement

May contain only the following:

-

Product Picture(s)

-

Product Name(s)

-

Product Size(s)

-

UPC Numbers

-

Retailer Logos

-

Good Through Dates

-

Tag Line (as defined below) or Price Related Messaging – NAM to allow on a non-exclusive basis price related messaging limited to type in mock up sent by Insignia attached as Exhibit 2A

-

Price (more prominent than other elements)

A.

Sales Process and Order Entry. Insignia will follow the jointly agreed upon modified NAM’s PPG Sales Schedule (see exhibit 7.1, “Production Schedule Timing Overview”). NAM’s PPG Sales Schedule is subject to change if mutually agreed upon.

B.

Data Entry. Insignia will provide all required program data to NAM by the Final Cutoff Date as shown in exhibit 7.1. Entries will include but are not limited to participating stores, UPC’s, Product Description and Product Size.

C.

Program Specifications. The Specified Signs with Price must adhere to the specifications shown in Exhibit 1. In addition, each sign will contain any information required by NAM Field Representatives, i.e., cycle identification, etc.

D.

Print Quantity File/Manifests. NAM will provide Insignia with a print quantity file and shipping manifest per the schedule found in Exhibit 7.1.

E.

Product Authorization/Pricing. Insignia and/or NAM will request that the participating retailers provide weekly store level UPC specific distribution/pricing information. For each product authorized, all available/relevant pricing data should be provided, e.g., regular price, loyalty card (or other) sale price, BOGO, limits, and unit pricing information, effective dates, etc. Any such information received by NAM (or its contractor) will be immediately transmitted to Insignia. Business logic for void and “no price given” will follow retailer specifications.

i.

Business Logic - By chain code (at start-up, and upon any changes)

1.

Restrictions/exclusions/specifications

2.

Ad break day

3.

Day and time price is finalized

4.

Pricing template (loyalty, sale price, etc.)

5.

Artwork priority

6.

Offset dates

7.

Price requisition

8.

Price acquisition

9.

Weeks in cycle

10.

Scheduling

11.

Price display characteristics (size, font, “No price” verbiage)

12.

Sign size, layout and perforation

13.

Voids and week two ‘no price change’ ]

F.

Sign Creation/Sign Packet. Insignia or NAM pursuant to Exhibit 12 will create, collate and ship store level sign packets to specified NAM Field Representatives in time for each Retailer’s weekly Ad Break. Each sign packet will include as a minimum: information sheet (cycle identifier, chain name/id, Field Rep name/address, store number(s), and number of clings/vinyl pockets), artwork number(s), signs and shelf clips.

G.

Sign Placement.

•

NAM Field Representative will install each sign in its primary location if possible, and, if not, its secondary location specified to NAM on ad break day, according to NAM’s Installation Guidelines, see Exhibit 7.3.

•

NAM Field Representative will record in the Installation Report to Insignia whether or not the placement is successfully completed, and if not, the reason why.

•

NAM Field Representatives will post any new/price updated signs during the second week of the promotional cycle.

•

NAM Field Representatives will remove all applicable signs at the end of each promotional period.

H.

Installation. Installation and other activities under this Agreement shall be based upon a two week cycle (with the exception of other cycle lengths set by retailers such as [ * ] 4 week cycle).

I.

Reporting. Upon completion of each cycle, NAM shall provide Insignia Installation Reports and Billing invoices within fourteen (14) days.

2011 Cycle Calendar

NAM Cycle

ISI Cycle

Store List/UPC Deadline

Sales Close Date

6A

2011-11

4/15/2011

4/22/2011

6B

2011-12

4/29/2011

5/6/2011

7A

2011-13

5/13/2011

5/20/2011

7B

2011-14

5/27/2011

6/3/2011

8A

2011-15

6/10/2011

6/17/2011

8B

2011-16

6/24/2011

7/1/2011

9A

2011-17

7/8/2011

7/15/2011

9B

2011-18

7/22/2011

7/29/2011

10A

2011-19

8/5/2011

8/12/2011

10B

2011-20

8/19/2011

8/26/2011

11A

2011-21

9/2/2011

9/9/2011

11B

2011-22

9/16/2011

9/23/2011

12A

2011-23

9/30/2011

10/7/2011

12B

2011-24

10/14/2011

10/21/2011

13A

2011-25

10/28/2011

11/4/2011

13B

2011-26

11/11/2011

11/18/2011

2012 Cycle Calendar

NAM Cycle

ISI Cycle

Store List/UPC Deadline

Sales Close Date

1A

2012-01

11/25/2011

12/2/2011

1B

2012-02

12/9/2011

12/16/2011

2A

2012-03

12/23/2011

12/30/2011

2B

2012-04

1/6/2012

1/13/2012

3A

2012-05

1/20/2012

1/27/2012

3B

2012-06

2/3/2012

2/10/2012

4A

2012-07

2/17/2012

2/24/2012

4B

2012-08

3/2/2012

3/9/2012

5A

2012-09

3/16/2012

3/23/2012

5B

2012-10

3/30/2012

4/6/2012

6A

2012-11

4/13/2012

4/20/2012

6B

2012-12

4/27/2012

5/4/2012

7A

2012-13

5/11/2012

5/18/2012

7B

2012-14

5/25/2012

6/1/2012

8A

2012-15

6/8/2012

6/15/2012

8B

2012-16

6/22/2012

6/29/2012

9A

2012-17

7/6/2012

7/13/2012

9B

2012-18

7/20/2012

7/27/2012

10A

2012-19

8/3/2012

8/10/2012

10B

2012-20

8/17/2012

8/24/2012

11A

2012-21

8/31/2012

9/7/2012

11B

2012-22

9/14/2012

9/21/2012

12A

2012-23

9/28/2012

10/5/2012

12B

2012-24

10/12/2012

10/19/2012

13A

2012-25

10/26/2012

11/2/2012

13B

2012-26

11/9/2012

11/16/2012

2013 Cycle Calendar

NAM Cycle

ISI Cycle

Store List/UPC Deadline

Sales Close Date

1A

2013-01

11/23/2012

11/30/2012

1B

2013-02

12/7/2012

12/14/2012

2A

2013-03

12/21/2012

12/28/2012

2B

2013-04

1/4/2013

1/11/2013

3A

2013-05

1/18/2013

1/25/2013

3B

2013-06

2/1/2013

2/8/2013

4A

2013-07

2/15/2013

2/22/2013

4B

2013-08

3/1/2013

3/8/2013

5A

2013-09

3/15/2013

3/22/2013

5B

2013-10

3/29/2013

4/5/2013

6A

2013-11

4/12/2013

4/19/2013

6B

2013-12

4/26/2013

5/3/2013

7A

2013-13

5/10/2013

5/17/2013

7B

2013-14

5/24/2013

5/31/2013

8A

2013-15

6/7/2013

6/14/2013

8B

2013-16

6/21/2013

6/28/2013

9A

2013-17

7/5/2013

7/12/2013

9B

2013-18

7/19/2013

7/26/2013

10A

2013-19

8/2/2013

8/9/2013

10B

2013-20

8/16/2013

8/23/2013

11A

2013-21

8/30/2013

9/6/2013

11B

2013-22

9/13/2013

9/20/2013

12A

2013-23

9/27/2013

10/4/2013

12B

2013-24

10/11/2013

10/18/2013

13A

2013-25

10/25/2013

11/1/2013

13B

2013-26

11/8/2013

11/15/2013

2014 Cycle Calendar

NAM Cycle

ISI Cycle

Store List/UPC Deadline

Sales Close Date

1A

2014-01

11/22/2013

11/29/2013

1B

2014-02

12/6/2013

12/13/2013

2A

2014-03

12/20/2013

12/27/2013

2B

2014-04

1/3/2014

1/10/2014

3A

2014-05

1/17/2014

1/24/2014

3B

2014-06

1/31/2014

2/7/2014

4A

2014-07

2/14/2014

2/21/2014

4B

2014-08

2/28/2014

3/7/2014

5A

2014-09

3/14/2014

3/21/2014

5B

2014-10

3/28/2014

4/4/2014

6A

2014-11

4/11/2014

4/18/2014

6B

2014-12

4/25/2014

5/2/2014

7A

2014-13

5/9/2014

5/16/2014

7B

2014-14

5/23/2014

5/30/2014

8A

2014-15

6/6/2014

6/13/2014

8B

2014-16

6/20/2014

6/27/2014

9A

2014-17

7/4/2014

7/11/2014

9B

2014-18

7/18/2014

7/25/2014

10A

2014-19

8/1/2014

8/8/2014

10B

2014-20

8/15/2014

8/22/2014

11A

2014-21

8/29/2014

9/5/2014

11B

2014-22

9/12/2014

9/19/2014

12A

2014-23

9/26/2014

10/3/2014

12B

2014-24

10/10/2014

10/17/2014

13A

2014-25

10/24/2014

10/31/2014

13B

2014-26

11/7/2014

11/14/2014

2015 Cycle Calendar

NAM Cycle

ISI Cycle

Store List/UPC Deadline

Sales Close Date

1A

2015-01

11/21/2014

11/28/2014

1B

2015-02

12/5/2014

12/12/2014

2A

2015-03

12/19/2014

12/26/2014

2B

2015-04

1/2/2015

1/9/2015

3A

2015-05

1/16/2015

1/23/2015

3B

2015-06

1/30/2015

2/6/2015

4A

2015-07

2/13/2015

2/20/2015

4B

2015-08

2/27/2015

3/6/2015

5A

2015-09

3/13/2015

3/20/2015

5B

2015-10

3/27/2015

4/3/2015

6A

2015-11

4/10/2015

4/17/2015

6B

2015-12

4/24/2015

5/1/2015

7A

2015-13

5/8/2015

5/15/2015

7B

2015-14

5/22/2015

5/29/2015

8A

2015-15

6/5/2015

6/12/2015

8B

2015-16

6/19/2015

6/26/2015

9A

2015-17

7/3/2015

7/10/2015

9B

2015-18

7/17/2015

7/24/2015

10A

2015-19

7/31/2015

8/7/2015

10B

2015-20

8/14/2015

8/21/2015

11A

2015-21

8/28/2015

9/4/2015

11B

2015-22

9/11/2015

9/18/2015

12A

2015-23

9/25/2015

10/2/2015

12B

2015-24

10/9/2015

10/16/2015

13A

2015-25

10/23/2015

10/30/2015

13B

2015-26

11/6/2015

11/13/2015

1.

A geographically representative sample should be drawn.

2.

A representative sample of chain and independent retailers should be used. (Representative of the program buy.)

3.

Within each geography audited (market), stores should be selected based on each participating account’s share of that market’s stores. Specific stores should be selected to provide for a representative sample, while allowing for efficient routing of auditors.

4.

Adequate sample size for the total program and individual markets should be used.

•

A [ * ] minimum total store sample is recommended.

•

[ * ] stores per market are recommended. A minimum of [ * ] stores should be audited in each market.

1.

A NAM store list for the specific program must be used to draw the audit sample.

2.

TDLinx numbers must be used to ensure accurate matching between the NAM store list and the auditor’s store list in sample selection and tabulation.

1.

Stocking conditions of the brand should be collected as part of the audit (Was the product in distribution in the audited store?)

2.

The shelf location of the price sign should be recorded.

EXHIBIT 11 – CYCLE CALENDAR

2011 Cycle Calendar

NAM Cycle

ISI Cycle

Cycle Dates

6A

2011-11

May 22 - June 4

6B

2011-12

June 5 - 18

7A

2011-13

June 19 - July 2

7B

2011-14

July 3 - 16

8A

2011-15

July 17 - 30

8B

2011-16

July 31 - August 13

9A

2011-17

August 14 - 27

9B

2011-18

August 28 - September 10

10A

2011-19

September 11 - 24

10B

2011-20

September 25 - October 8

11A

2011-21

October 9 - 22

11B

2011-22

October 23 - November 5

12A

2011-23

November 6 - 19

12B

2011-24

November 20 - December 3

13A

2011-25

December 4 - 17

13B

2011-26

December 18 - 31

2012 Cycle Calendar

NAM Cycle

ISI Cycle

Cycle Dates

1A

2012-01

January 1 - 14

1B

2012-02

January 15 - 28

2A

2012-03

January 29 - February 11

2B

2012-04

February 12 - 25

3A

2012-05

February 26 - March 10

3B

2012-06

March 11 - 24

4A

2012-07

March 25 - April 7

4B

2012-08

April 8 - 21

5A

2012-09

April 22 - May 5

5B

2012-10

May 6 - 19

6A

2012-11

May 20 - June 2

6B

2012-12

June 3 - 16

7A

2012-13

June 17 - 30

7B

2012-14

July 1 - 14

8A

2012-15

July 15 - 28

8B